10 - Property Assessed Clean Energy Program

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VII. INDEPENDENT CONTRACTOR Services Provider covenants and agrees that it is an independent contractor and not an officer, agent, servant or employee of Local Government; that it shall have exclusive control of and exclusive right to control the details of the work performed hereunder and all persons performing same, and shall be responsible for the acts and omissions of its officers, agents, employees, contractors, subcontractors and consultants; that the doctrine of respondeat superior shall not apply as between Local Government and Services Provider, its officers, agents, employees, contractors, subcontractors and consultants, and nothing herein shall be construed as creating a partnership or joint enterprise between Local Government and Services Provider. VIII. ASSIGNMENT AND SUBLETTING Services Provider agrees that this Agreement shall not be assigned without the prior written consent of Local Government, except to an Affiliate of Services Provider. Affiliate shall mean (1) any corporation or other entity controlling, controlled by, or under common control with (directly or indirectly) Services Provider, including, without limitation, any parent corporation controlling Services Provider or any subsidiary that Services Provider controls; (2) the surviving corporation resulting from the merger or consolidation of Services Provider; or (3) any person or entity which acquires all of the assets of Services Provider as a going concern. Services Provider shall be permitted to enter into subcontracts for performance of portions of the Scope of Services; however, Services Provider shall not subcontract the entirety of the Scope of Services to a single subcontractor without Local Government's consent. Services Provider further agrees that the assignment or subletting of any portion or feature of the work or materials required in the performance of this Agreement shall not relieve the Services Provider from its full obligations to Local Government as provided by this Agreement. IX. AUDITS AND RECORDS Services Provider agrees that Local Government or its duly authorized representatives shall, until the expiration of three (3) years after termination under this Agreement, have access to and the right to examine and photocopy any and all books, documents, papers and records of Services Provider which are directly pertinent to the services to be performed under this Agreement for the purposes of making audits, examinations, excerpts, and transcriptions. Services Provider agrees that Local Government shall have access during normal working hours to all necessary Services Provider's facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. Local Government shall give Services Provider reasonable advance notice of intended audits. X. CONTRACT TERMINATION The parties agree that Local Government and Services Provider shall have the right to terminate this Agreement upon thirty (30) days written notice to Services PROFESSIONAL SERVICES AGREEMENT PAGE 3